Musicians :
Lee Ritenour (guitar, bass, synthesizer, organ), Larry Carlton (guitar, composer), Melvin Davis (bass), Rick Jackson, Greg Phillinganes, David Witham (keyboards), Gary Grant (trumpet, flugelhorn), William Frank ‘’Bill’’ Reichenbach Jr. (trombone), Larry Williams (tenor saxophone, synthesizer), Cassio Duarte (percussion), Harvey Mason Sr. (drums).

Larry Carlton and Lee Ritenour have had parallel careers, but this record is their first joint meeting on record. The two guitarists complement each other well and there are hints of Wes Montgomery along with a tribute to Joe Pass ("Remembering J.P."), but the songs (all of them their originals) are little more than rhythmic grooves most of the time with the usual fadeouts. The consistently lightweight music is reasonably pleasing but never too stimulating.